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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 1998
(February 9, 1998)
NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19656 36-3939651
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
1505 FARM CREDIT DRIVE, SUITE 100, MCLEAN, VIRGINIA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 394-3000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Concurrently with this filing, Nextel Communications, Inc. (the
"Company") has filed a Prospectus Supplement to the Prospectus contained in the
Company's Post-Effective Amendment No. 1 to Registration Statement on Form S-4
(File No. 333-1290), which was declared effective by the Securities and Exchange
Commission on January 12, 1998. The Prospectus Supplement relates to the merger
of CellCall, Inc., a Delaware corporation, with a subsidiary of the Company.
This report is filed solely for the purpose of filing the exhibits
that are required to be filed in connection with the Prospectus Supplement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) Financial Statements of Business Acquired.
Not applicable.
(B) Pro Forma Financial Information.
Not applicable.
(C) Exhibits.
Exhibit No. Exhibit Description
- ----------- -------------------
2 Agreement of Merger and Plan of
Reorganization by and among Nextel
Communications, Inc., Nextel Finance
Company, Bluegrass Acquisition Corp. and
CellCall, Inc. dated as of April 22, 1997
(included as Appendix A to the Prospectus
Supplement filed with the Commission
contemporaneously herewith and incorporated
herein by reference).
8 Opinion of Hill & Barlow re: tax matters.
23(a) Consent of Potter & Company LLP.
23(b) Consent of Hill & Barlow (included in Exhibit
8).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTEL COMMUNICATIONS, INC.
Date: February 9, 1998 By: /s/ THOMAS J. SIDMAN
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Thomas J. Sidman
Vice President and General Counsel
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Exhibit No. Exhibit Description
- ----------- -------------------
2 Agreement of Merger and Plan of
Reorganization by and among Nextel
Communications, Inc., Nextel Finance
Company, Bluegrass Acquisition Corp. and
CellCall, Inc. dated as of April 22, 1997
(included as Appendix A to the Prospectus
Supplement filed with the Commission
contemporaneously herewith and incorporated
herein by reference).
8 Opinion of Hill & Barlow re: tax matters.
23(a) Consent of Potter & Company LLP.
23(b) Consent of Hill & Barlow (included in Exhibit
8).
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Exhibit 8
[HILL & BARLOW LETTERHEAD]
February 9, 1998
CellCall, Inc.
1720 Fortune Court
Suite 106
Lexington, KY 40509
Re: AGREEMENT OF MERGER AND PLAN OF REORGANIZATION WITH NEXTEL
COMMUNICATIONS, INC.
Gentlemen:
We have acted as counsel to CellCall, Inc. a Delaware corporation
("CellCall"), in connection with (i) the Post-Effective Amendment to the
Registration Statement on Form S-4 of Nextel Communications, Inc., a Delaware
corporation ("Parent"), to which this opinion letter is filed as an exhibit (the
"Registration Statement"), and a Prospectus Supplement of CellCall and Parent
supplementing the Prospectus contained therein (the "Prospectus Supplement"),
and (ii) the execution and delivery of the Agreement of Merger and Plan of
Reorganization (the "Agreement"), dated as of April 22, 1997, among CellCall,
Parent, Nextel Finance Company, a Delaware corporation and a wholly owned
subsidiary of Parent ("NFC"), and Bluegrass Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of NFC ("Merger Sub"). The Agreement
provides for the merger of Merger Sub with and into CellCall (the "Merger"),
with CellCall surviving. Unless otherwise defined herein or the context hereof
otherwise requires, each term used herein with its initial letter capitalized
has the meaning ascribed to such term in the Agreement.
We have examined, are familiar with, and are relying upon (without
any independent investigation or review thereof) the truth and accuracy, at all
relevant times, of originals or copies, certified or otherwise authenticated to
our satisfaction, of such documents (including all exhibits and schedules
thereto) and records of Parent, NFC, CellCall, and such statutes, regulations
and instruments as we have deemed necessary or advisable for the purposes of
this opinion letter, including, without limitation, (i) the Agreement, (ii)
representations (the "Representations") made by Parent and Merger Sub in the
Agreement and in certificates delivered to us, and (iii) the Prospectus
Supplement.
In connection with rendering our opinion, we have assumed the
accuracy of the Representations. We have also assumed the due authorization,
execution and delivery of the Agreement by CellCall, Parent, NFC and Merger Sub
and that the Agreement constitutes the legal, valid and binding obligation of
CellCall, Parent, NFC and Merger Sub, enforceable against each party in
accordance with its terms.
Based upon the foregoing, and subject to the assumptions and
qualifications set forth herein, we hereby confirm that, in our opinion, the
statements in the Prospectus Supplement under the heading "Certain Federal
Income Tax Consequences" to the extent they constitute matters of law or legal
conclusions with respect thereto, are accurate.
This opinion is based upon the Internal Revenue Code of 1986, as
amended, its legislative history, existing regulations thereunder, published
rulings and court decisions, all as in effect and existing on the date hereof,
and all of which are subject to change at any time, which change may be
retroactive. Except as stated above, we express no opinion with respect to any
other matter.
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We hereby consent to the use of our name in the Prospectus Supplement
under the heading "Certain Federal Income Tax Consequences" and to the filing of
this opinion as an exhibit to the Registration Statement. By giving such
consent, we do not thereby admit that we are experts with respect to this
letter, as that term is used in the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
HILL & BARLOW, a Professional Corporation
By: /s/ MIRIAM V. SHEEHAN
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Miriam V. Sheehan, Member
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[Potter & Company, LLP Letterhead]
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
CellCall, Inc.
Lexington, Kentucky
We consent to the use in the prospectus supplement to the prospectus contained
in the post-effective amendment to the registration statement of Nextel
Communications, Inc. on Form S-4 of our report dated December 31, 1997, on our
audits of the consolidated financial statements of CellCall, Inc. and subsidiary
as of December 31, 1996 and 1995, and for the years ended December 31, 1996,
1995 and 1994, appearing in the prospectus supplement. This report contains an
explanatory paragraph indicating conditions exist that raise substantial doubt
about CellCall's ability to continue as a going concern, as discussed in Note 12
to the consolidated financial statements. We also consent to the references to
our firm in the prospectus supplement under the captions "Summary -- D.
Summary Financial Data -- CellCall, Inc. Selected Consolidated Financial Data"
and "Experts."
/s/ POTTER & COMPANY, LLP
POTTER & COMPANY, LLP
Lexington, Kentucky
February 5, 1998
